ANNUAL REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
TO THE 1934 ACT REPORTING REQUIREMENTS

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB/A

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended June 30, 2001

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from _______ to _______.

    Commission File No. 001-15407


STREAMEDIA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

    DELAWARE                                      22-3622272
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)                 Identification No.)

244 West 54th Street, 12th Floor New York, NY 10019 (Address of principal
executive offices)

(212) 445-1700
(Registrant's telephone number, including area code)
---------------------------
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

(X)Yes    ( )No

APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date:
As of March 23, 2001, the Company had 7,221,691 shares of Common Stock issued
and outstanding.





     INDEX TO FINANCIAL STATEMENTS



Part 1 - Financial Information

                                                                            Page

Item 1 - Financial Statements

Balance Sheets as of June 30, 2001 (unaudited) and December 31, 2000         F-2

Statements of Operations for the six and three months ended June 30, 2001
and 2000, and Cumulative from January 13, 1998 (date of inception) through
June 30, 2001 (unaudited)                                                  F3-F4


Statement of Stockholders' Equity (Deficit) for the six months ended
June 30, 2001 (unaudited)                                                    F-5

Statements of Cash Flows for the six months ended June 30, 2001 and 2000,
and Cumulative from January 13, 1998 (date of inception)
through June 30, 2001 (unaudited)                                            F-6

Notes to Financial Statements                                         F-8 - F-15






                        REPORT OF INDEPENDENT ACCOUNTANTS


To  the  Shareholders  and  Directors  of  Streamedia  Communications,  Inc.  (a
development stage company)

I have reviewed the accompanying balance sheet of Streamedia Communications, Inc
(a development stage company) as of June 30, 2001, and the related statements of
operations, stockholders equity and of cash flows for the six months ended June
30, 2000 and 2001. These financial statements are the responsibility of the
Company's management.

I have conducted my review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that should be
made to the accompanying consolidated interim financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that will
continue as a going concern. As more fully described in Note B, the Company has
incurred operating losses since the date of inception and requires additional
capital to continue operations. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans as to
these matters are described in Note B. The financial statements do not include
any adjustments to reflect the possible effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the possible inability of Streamedia Communications, Inc. (a
development stage company) to continue as a going concern.



S/Thomas Monahan CPA
-------------------------------------
Thomas Monahan Certified Public Accountant
Paterson, New Jersey
August 31, 2001








<PAGE>



                                       F-4
                   Streamedia Communications, Inc. ..........
                          (A Development Stage Company)

                                                            BALANCE SHEETS

                                    Unaudited
                                                            June 30, December31,
            ASSETS                                             2001         2000
                                                        -----------   ----------

CURRENT ASSETS
Cash and cash equivalents .................................  $4,088     $104,142
Restricted cash ................................................. 0       88,891
Accounts receivable, net of allowance for doubtful accounts of
$0 and $114,000 at June 30, 2001 and December 31,
2000, respectively ..........................................30,000       57,179
Licenses, net of accumulated amortization of $451,940 and $376,000
at June 30, 2001 and December 31, 2000, respectively ............ 0       72,422
Prepaid expenses ........................................    50,531      138,477
                                                           ---------    --------

Total current assets ........................................ 84,619     461,111

PROPERTY AND EQUIPMENT, net .....................          1,212,768   1,760,309


OTHER ASSETS ...........................................       5,333           0
                                                            ---------    -------


TOTAL ASSETS ............................................$ 1,302,720  $2,221,420
                                                          ----------    --------


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses ....................$1,018,313    $805,919
Current maturities of capital lease obligations ...........   31,449      59,320
Subordinated convertible promissory note ......................... 0     250,208
Accrued payroll ..............................................33,000     134,212
                                                           ---------    --------

Total current liabilities .................................1,082,762   1,249,659


CAPITALIZED LEASE OBLIGATIONS, less current maturities        54,006       8,931


STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; authorized - 100,000 shares; 0 issued and
outstanding at March 31, 2001 and December 312000, respectively
Common stock, $.001 par value; authorized - 20,000,000 shares; issued and
outstanding - 6,505,044 and 5,880,044 shares at
March 31, 2001 and December 31, 2000, respectively ..........7,959         5,880
Additional paid-in capital .............................13,503,870    12,538,898
Deficit accumulated during development stage ..........(13,345,877) (11,581,948)
                                                       -----------    ----------

Total stockholders' equity .................................165,952      962,830
                                                        ------------    --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............. $1,302,720  $2,221,420
                                                         ===========  ==========


The accompanying notes are an integral part of these statements ...............


<PAGE>



                                       F-9
                         Streamedia Communications, Inc.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (unaudited)



                                                                 (a) Cumulative
                                                                  From January13
                                                                  1998 (date of
                                  Six Months ended June 30        inception) to
                                        2001        2000           June 30, 2001

Revenue ...........................  $164,977      $130,830            $872,332
                                  ------------     ---------         -----------
Cost of goods sold
Direct cost ...........................65,990        52,332              348,933
                                     ----------      -------         -----------

Gross margin ......................... 98,987        78,498              523,399
                                     ----------      -------         -----------

Operating expenses
General and administrative .............955,033     1,595,227          5,434,137
Payroll and related expenses ...........399,429     1,861,114          5,540,052
Product development ..........................0        23,024            614,848
Depreciation and amortization ..........505,353       459,423          1,742,878
                                      ---------    ------------      -----------

Total operating expenses .............1,859,815     3,938,788         13,331,915
                                     ----------     ----------       -----------

Operating loss ......................(1,760,828)   (3,860,290)      (12,808,516)
                                     -----------   -----------      ------------

Other income (expense)
Interest expense ........................(3,335)       (9,020)         (671,149)
Interest income ........................    235        116,137           133,788
                                        ---------    ----------       ----------

Total other income (expense) ............(3,100)        107,117        (537,361)
                                         ---------     ---------      ----------

Net loss .............................$(1,763,928)   $(3,753,173)  $(13,345,877)
                                      ============    ===========  =============


Basic and diluted loss per common share ....$(.29)         $(.80)        $(2.79)
                                            ======         =======      ========

Weighted average shares outstanding,
basic and diluted ............         6,045,774       4,699,347       4,786,184
                                      ==========       ==========    ===========








The accompanying notes are an integral part of these statements.



<PAGE>


                         Streamedia Communications, Inc.
                          (A Development Stage Company)


                            STATEMENTS OF OPERATIONS
                                   (unaudited)



                                                    Three months ended June, 30
                                                      2001             2000

Revenue ........................................   $  41,714        $ 123,486
                                                   -----------      -----------

Cost of goods sold
Direct cost ..........................................16,685           49,394
                                                   -----------       ----------

Gross margin .........................................25,029           74,092
                                                    -----------      ----------

Operating expenses
General and administrative ............................459,500         926,006
Payroll and related expenses ................................0       1,093,651
Product development .........................................0               0
Depreciation and amortization ........................ 209,991         237,141
                                                    -----------       ----------

Total operating expenses ...............................669,491      2,256,798
                                                     -----------     ----------

Operating loss ........................................(644,462)   (2,182,706)
                                                     -----------    ----------

Other income (expense)
Interest expense ........................................(1,092)       (2,444)
Interest income .........................................              44,324
                                                       -----------    ----------

Total other income (expense) ............................(1,092)        41,880
                                                       -----------    ----------

Net loss ..............................................$(645,554)   $(2,140,826)
                                                       ===========    ==========


Basic and diluted loss per common share ...................$(.10)         $(.45)
                                                       ===========    ==========

Weighted average shares outstanding,
basic and diluted ........................             6,505,044      4,730,044
                                                       ===========    ==========




The accompanying notes are an integral part of these statements.


<PAGE>


                         Streamedia Communications, Inc.
                          (A Development Stage Company)

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (unaudited)



                                                          Deficit
                                                          accumulated
                                             Additional   during
          Preferred stock  Common stock      paid-in      development
          Shares Amount   Shares  Amount     capital      stage          Total
          -----  -----    ----- -------      --------     ----------     -------

Balance at
Jan 1, 2001 --    --   $5,880,044  $5,880   $12,538,898  $(11,581,949)  $962,829
                        =========


Issuance of
common stock
for services
(Jan. 9, 2001)--    --    913,687    914      350,029                    350,943
                          =======

Issuance of
common stock
pursuant to
the exerciseof
stock options
(Jan. 9, 2001)--    --     625,000     625     249,375                   250,000
                           =======


Issuance of
common stock
for business
Acquisition
(Jan. 9, 2001) --    --    540,000     540     365,568                   366,108

Net loss for
the period
                                                        (1,763,928)  (1,763,928)
                                                         ----------   ----------

Balance at
June 30, 2001 --  --   7,958,731   $7,959   $13,503,870  $(13,345,876)  $165,952
                       =========   ======   ===========   ===========   ========






The accompanying notes are an integral part of this statement.


<PAGE>


                         Streamedia Communications, Inc.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                                    Unaudited
                                                                      Cumulative
                                                                from January 13,
                                                                   1998 (date of
                                    Six months ended June 30,      inception) to
                                         2001            2000      June 30, 2001
                                         ----            ----      -------------
Cash flows from operating activities
Net loss ..........                  $(1,763,928)   $(3,753,173)   $(13,345,877)
Adjustments to reconcile net loss
to net cash used in
operating activities

Common stock issued for services                         39,113          382,473
Stock option granted for services ..                                     873,547
Compensatory stock option expense ..                    126,100          413,381

Amortization of debt discount ..                                         272,500
Amortization and write-off of
deferred financing costs ..                                              231,500
Depreciation and amortization ........  505,353         459,423        1,742,878
Changes in operating assets
and liabilities
Prepaid expenses and
other current assets ....................204,017        (28,191)       (467,746)
Other assets ............................(5,333)        (25,850)           1,667
Accounts payable and accrued
expenses ...............................(125,840)       (828,002)        755,349
Write-off property-equip.-theft loss ....493,561                         493,561
                                                        --------        --------
Net cash used in operating activities ..(692,170)      (4,010,580)   (8,646,767)
                                        ---------      ----------    -----------
Cash flows from investing activities
Purchase of property and equipment .... (374,935)      (1,269,161)   (2,842,520)
                                        -----------    -----------  ------------
Net cash used in investing activities   (374,935)      (1,269,161)   (2,842,520)
Issuance of common stock, net of
associated costs .....................                     299,200       970,963
net of associated Costs/Private
Placement, net of assoc. cost .........                                9,045,497
Proceeds from the exercise of stock
options ..................................350,943           75,000       758,743
Acquisition of eLeaders, Inc.
in exchange of stock .....................366,108                        366,108
Proceeds of notes payable and common
stock warrants, net
of associated costs ....................                               1,583,500
Repayments of notes payable ............                             (1,815,000)
Deferred offering costs ................                                  75,000
Conversion of loans into capital ....... 250,000                         552,189
Principal payments on capital lease
obligations ...........................                  (11,128)       (43,625)
                                                          --------       -------

Net cash provided by financing
activities .............                 967,051          363,072     11,493,375
                                        -----------    -----------  ------------
Net (decrease) increase in cash ....... (100,054)       (4,916,669)        4,088

Cash and cash equivalents at
beginning of period .................   104,142          6,693,061
                                        -------          ---------     ---------
Cash and cash equivalents
at end of period .......................$ 4,088        $ 1,776,392       $ 4,088
                                        ===========    ===========  ============

Supplemental Information:
Cash paid for interest ...............    3,335            9,020         671,149
Conversion of debt into common stock ....250,000                         552,189
Common stock issued for acquisition .....366,108                         366,108


The accompanying notes are an integral part of these statements





<PAGE>



                                      F-30
                         Streamedia Communications, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2001
                                   (unaudited)



NOTE A - BASIS OF PRESENTATION


The accompanying unaudited financial statements have been prepared in accordance
with  generally   accepted   principles  for  interim   financial   information.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all necessary  adjustments  (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating results of Streamedia Communications,  Inc. (the "Company")
for the six months ended June 30, 2000 and 2001 are not  necessarily  indicative
of the results  that may be expected  for the fiscal  year ending  December  31,
2001.

The balance  sheet as of June 30, 2001 and the related  statements of operations
for the six-month  periods  ended June 30, 2001 and 2000,  and  cumulative  from
January 13, 1998 (date of inception) to June 30, 2001,  stockholders' equity for
the  six-month  period  ended  June 30,  2001 and cash  flows for the  six-month
periods ended June 30, 2001 and 2000, and cumulative from January 13, 1998 (date
of inception) to June 30, 2001, have been prepared by the Company without audit.
In the opinion of  management,  all  adjustments  (which  include  only  normal,
recurring  accrual  adjustments)  necessary  to  present  fairly  the  financial
position as of June 30, 2001 and for all periods presented have been made.
Certain  information and footnote  disclosures,  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted.  These financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Annual Report on Form 10-KSB for the year ended December
31,  2000.  Results of  operations  for the period  ended June 30,  2001 are not
necessarily indicative of the operating results expected for the full year.

NOTE B - NATURE OF OPERATIONS

Streamedia Communications, Inc. (the "Company") was incorporated in the State of
Delaware in 1998.  The Company's two divisions are The  Streamedia  Networks and
Business  Services.  In December 1999, the Company  completed its initial public
offering (the "Offering"). The net proceeds from the Offering were approximately
$8,447,000.


<PAGE>


                         Streamedia Communications, Inc
                         (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS (continued)

                                 June 30, 2001
                                  (unaudited)

NOTE B (continued)

The Company is in the development stage. The Company provides website owners and
content publishers with services and tools for streaming, or broadcasting,  live
and  on-demand  video and audio  content  over the  Internet.  The Company  also
operates a broadcast content website, Bijou Cafe.com.

The  Streamedia   Business  Services  division  markets  Internet  and  intranet
broadcasting  services  to a wide  spectrum  of  enterprises,  such as,  but not
limited to, businesses, associations, electronic publishers and "off-line" media
generators, which are attempting to obtain an Internet broadcast presence.

The Company offers consulting services to businesses, corporations, and agencies
that wish to broadcast or otherwise  transmit  high-quality video and audio over
the Internet.  It also offers broader  digital  solutions.  Streamedia  provides
end-to-end solutions, which integrate into the client's existing infrastructure.
Streamedia  Digital  Solutions  is a suite of business  solutions  that  utilize
digital  technologies  to improve  communications  between its clients and their
customers, employees and others.

The  Company's  operations  are  subject  to  certain  risks and  uncertainties,
including  actual and potential  competition by entities with greater  financial
resources, experience and market presence, risks associated with the development
of the Internet market, risks associated with consolidation in the industry, the
need to manage growth and expansion, certain technology and regulatory risks and
dependence upon sole and limited suppliers.

The accompanying  financial  statements have been prepared on the basis that the
Company will  continue as a going  concern,  which  assumes the  realization  of
assets and  settlement of  liabilities  in the normal course of business.  Since
inception,  the  Company  has  devoted  substantially  all  of  its  efforts  to
developing its business.  The Company has therefore incurred  substantial losses
and  negative  cash  flows  from  operating  activities  as  reflected  in these
financial  statements.  Accordingly,  the  Company  has  relied  primarily  upon
obtaining  equity  capital and debt  financing  to support its  operations.  The
Company  does not  expect  revenue  to exceed  costs and  expenses  in 2001 and,
accordingly,  will  continue  to incur  losses  and  negative  cash  flows  from
operating  activities.  To address  financing  needs,  the  Company is  pursuing
various  financing  and other  alternatives  including a Plan and  Agreement  of
Merger with HOA Networks Corp. and HOA  Acquisition  Corp.  described in Note C.
These  circumstances  raise  substantial  doubt about the  Company's  ability to
continue  as a going  concern.  The  accompanying  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.


<PAGE>


                         Streamedia Communications, Inc
                         (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS (continued)

                                 June 30, 2001
                                  (unaudited)



NOTE C - ACQUISITIONS

In January  2001,  the Company  completed  the  acquisition  of  eLeaders,  Inc.
("eLeaders") through a stock-for-stock, tax-free reorganization. Under the terms
of the  acquisition,  the  Company  exchanged  520,000  shares of the  Company's
unregistered common stock for all of eLeaders' common stock. eLeaders provided a
warranty  that  liabilities  to be assumed would not exceed  $81,000.  eLeaders,
which  was  incorporated  in 1998,  designs  business-to-business  solutions  to
improve supply lines and internal  communications,  and aggregates  customers by
affinity interests or geographic location to amplify marketing results.

In April  2001,  the  Company  signed a Plan and  Agreement  of Merger  ("Merger
Agreement") with HOA Networks Corp.  ("HOAN") and HOA Acquisition Corp. ("HAC").
Pursuant to the terms of the Merger  Agreement,  HOAN will merge with HAC,  with
HOAN being the  surviving  company and all of the capital  stock of HOAN will be
canceled  in  exchange  for stock of the  Company.  HOAN  will be the  surviving
corporation  in such merger and the  business of the  surviving  company will be
conducted under the name of Streamedia  Communications,  Inc. Upon the effective
date of the merger,  each outstanding share of stock  beneficially  owned by all
shareholders  excluding  principals  of HOAN will be  converted  into the common
stock of the Company on a 4-for-1 share basis.  Each outstanding share of common
stock  beneficially  owned by principals will be converted  wherein 100% of HOAN
shares will be exchanged for 80% shares of the Company.  It is anticipated  that
the effective date of the merger will be on or about August 2001.


NOTE D - LOSS PER SHARE

Basic and diluted  net loss per share is  computed  by dividing  net loss by the
weighted-average  number of common shares  outstanding  during each period.  The
incremental  shares from assumed exercises of stock options and warrants are not
included in the  calculation  of diluted loss per share since their effect would
be  antidilutive.  As of June 30, 2001 and December 31, 2000, the calculation of
diluted net loss per share  excludes  an  aggregate  2,559,021  shares of common
stock issuable upon exercise of warrants and stock options.








<PAGE>



                         Streamedia Communications, Inc
                         (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS (continued)

                                 June 30, 2001
                                  (unaudited)


NOTE E - DEBT

     Subordinated Convertible Promissory Note

On December 28, 2000, the Company issued a Subordinated  Convertible  Promissory
Note (the "Note") for an aggregate principal amount of $250,000 bearing interest
at 10% per annum.  The outstanding  principal plus accrued  interest was due and
payable  forty-five  days  from  the date of the Note  (the  "Original  Maturity
Date"),  which  was  subject  to  extension.  The  note may be  extended  ninety
additional days by either party upon written notice no less than five days prior
to the Original Maturity Date.

On the  Original  Maturity  Date,  or any time  thereafter  if the Note had been
extended,  the lender could convert the unpaid principal plus accrued and unpaid
interest into the number of whole shares of  unregistered,  unrestricted  common
stock of the Company equal to the Voluntary  Conversion  Amount divided by $0.40
(the "Conversion Price").

Upon maturity of the Note, either the Original Maturity Date or as extended, the
unpaid principal plus accrued interest (the "Mandatory Conversion Amount") shall
automatically convert into the number of shares of conversion stock equal to the
Mandatory  Conversion  Amount divided by the Conversion Price ($0.40).  The Note
converted into 625,000 shares of common stock on February 12, 2001, which shares
were issued on March 21, 2001.

The party that arranged for this financing received a fee of $25,000,  which was
charged to operations during the year ended December 31, 2000.

     Notes Payable

On March 2, 2001 and February  21, 2001,  the Company  issued  promissory  notes
aggregating approximately $50,000 and $97,879, respectively, bearing interest at
the rate of 10% per annum  from the date of the  promissory  note or before  the
sooner  of (i)  ninety  days  after  the  date  of the  promissory  note or (ii)
forty-five  days after written  demand is made by the holder of the note.  These
promissory  notes  are   collateralized  by  913,600  shares  of  the  Company's
unregistered, restricted common stock.







<PAGE>



                         Streamedia Communications, Inc
                         (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS (continued)

                                 June 30, 2001
                                  (unaudited)



NOTE F - STOCKHOLDERS' EQUITY



On  January 9, 2001,  certain  officers  of the  Company  agreed to provide  the
proceeds from permissible  sales of their Company common stock to the Company as
bridge   financing.   As   consideration,   the  Company  issued  one  share  of
unregistered,  restricted  common  stock for each  share of stock  sold by these
officers.  In addition,  the Company issued  450,000  warrants to these officers
which have an  exercise  price  equal to the last sale  price for the  Company's
common stock on January 9, 2001. Both the restricted stock and warrant shares to
be issued upon exercise of the warrants have  piggyback  registration  rights in
accordance with the Company's  customary  registration  rights agreement.  Total
proceeds to the Company in connection with this transaction  were  approximately
$400,000.

On May 14, 2001 the Company signed a letter of intent with River Logic,  Inc. of
Massachusetts.  The  intent is to form a joint  company to market  their  unique
educational  system.  River  Logic is owned in part by  Ebsco,  a multi  billion
dollar leading  educational  company and Intel. Their system is a building block
for schools and home schooling educational content and retrieval.

On June 5, 2001 an agreement was signed with Applied Digital  Technologies.  The
agreement calls for an influx of funding to Streamedia,  through Applied Digital
Technology.  The  agreement  states that  Applied  Digital  will  receive  fifty
thousand  dollars and Streamedia will receive two hundred fifty thousand dollars
from the investor  Kenneth R. McGurn.  This agreement also gives  Streamedia the
marketing rights of a new technology concerned with live insertion  advertising
on the internet.

On June 19, 2001  discussions  began with a UK public  company,  ABM,  Ltd.  The
proposed  venture  would enable  Streamedia  to control the large catalog of ABM
entertainment  product in the USA while allowing ABM to represent the Streamedia
entertainment  product in Europe. This will also allow Streamedia to utilize the
label names of ABM; namely Pickwick, Hallmark and Boadwalk.





<PAGE>


                         Streamedia Communications, Inc
                         (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS (continued)

                                 June 30, 2001
                                  (unaudited)



NOTE G - INCOME TAXES

The  Company  provides  for the tax  effects  of  transactions  reported  in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences  between the basis of assets and
liabilities for financial and income tax reporting.  The deferred tax assets and
liabilities,  if any,  represent  the future tax  return  consequences  of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities  are recovered or settled.  As of December 31, 2000, the Company had
no material current tax liability, deferred tax assets, or liabilities to impact
on the Company's  financial  position  because the deferred tax asset related to
the  Company's  net  operating  loss  carry  forward  and was fully  offset by a
valuation allowance.

At December  31, 2000,  the Company has net  operating  loss carry  forwards for
income tax purposes of $11,581,948.  These carry forward losses are available to
offset future taxable income, if any, and expire in the year 2010. The Company's
utilization  of this carry  forward  against  future  taxable  income may become
subject to an annual  limitation due to a cumulative  change in ownership of the
Company of more than 50 percent.

The  components  of the net  deferred  tax asset as of December  31, 2000 are as
follows:  Deferred  tax asset:  Net  operating  loss carry  forward  $11,581,948
Valuation allowance ($11,581,948) Net deferred tax asset $-0-

The Company  recognized  no income tax benefit  for the loss  generated  for the
period from  inception,  January 13, 1998,  to December  31, 2000.  SFAS No. 109
requires  that a valuation  allowance  be provided if it is more likely than not
that some  portion or all of a  deferred  tax asset  will not be  realized.  The
Company's  ability to realize  benefit of its  deferred tax asset will depend on
the  generation  of  future  taxable  income.  Because  the  Company  has yet to
recognize  significant  revenue  from  the  sale of its  products,  the  Company
believes that a full valuation allowance should be provided.










<PAGE>



                        Streamedia Communications, Inc.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS

                                 June 30, 2001
                                  (unaudited)



NOTE H - COMMITMENTS AND CONTINGENCIES

     Legal Proceedings

The  Company  is subject to  various  claims and  proceedings  that occur in the
ordinary  course of business.  Based on  information  currently  available,  the
Company  believes  that  none of these  current  claims or  proceedings,  either
individually or in the aggregate, will have a material effect on the business.

On March  20,  2001,  the  Company  received  notice  from the  Nasdaq  Listings
Qualifications  Panel  that its  common  stock  would no longer be listed on the
Nasdaq SmallCap  Market  effective with the close of business on March 28, 2001.
The panel's  action was based on the  Company's  inability to maintain a minimum
bid price of $1.00 over the previous  thirty  consecutive  trading days and also
due in part for late filing of 10Q's.

On  October  20,  2000,  the  Company  entered  into an  agreement  with its new
President and Interim Chief  Executive  Officer.  This  agreement  terminates on
December  31,  2001.  The  agreement  provides,  among  other  things,  that the
President  will be  compensated  $40,000 for the period October 20, 2000 through
December 31, 2000 and $169,000 for the period  January 1, 2001 through  December
31,2001.

The agreement  also provided for the issuance of 200,000  employee stock options
that were  immediately  exercisable at an exercise price of $0.50. On January 9,
2001,  the Company's  Board of Directors  granted this  individual an additional
100,000  employee  stock  options  with an  exercise  price equal to the closing
market price on the date of the grant and with 25,000 of such  options  becoming
vested at the close of each quarter during the year ending December 31, 2001. In
addition,  on April 16, 2001,  the  Company's  Board of  Directors  granted this
individual an additional 1,000,000 employee stock options with an exercise price
equal to the closing market price on the date of grant.  The vesting  provisions
in connection  with these options have not, as yet, been determined by the Board
of Directors.

On April 4, 2001,  the Company  accepted the  resignation of one of its officers
who also served as the Chairman of the Company's  Board of Directors and entered
into a Severance and Mutual Release Agreement.  This agreement  provides,  among
other things,  that this former officer's  consulting firm will be retained as a
consultant  to the Company for a period of six months  following the date of the
officer's termination at a monthly compensation rate of $12,000.



<PAGE>


                        Streamedia Communications, Inc.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS

                                 June 30, 2001
                                  (unaudited)



NOTE H (continued)

During the second quarter of 2001, there have been several theft problems at the
New York office.  After  conducting  a thorough  observation  of assets,  it was
determined  equipment and software in the cost basis of $610,101 was missing and
the police  were  informed on July 27,  2001.  The net  write-off  in the second
quarter amounted to $493,561.


ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 2001.

The following discussion relates to the results of our operations to date, and
our financial condition:

This prospectus contains forward looking statements relating to our Company's
future economic performance, plans and objectives of management for future
operations, projections of revenue mix and other financial items that are based
on the beliefs of, as well as assumptions made by and information currently
known to, our management. The words "expects, intends, believes, anticipates,
may, could, should" and similar expressions and variations thereof are intended
to identify forward-looking statements. The cautionary statements set forth in
this section are intended to emphasize that actual results may differ materially
from those contained in any forward looking statement.

NATURE OF OPERATIONS

We are in the development stage. We have two primary lines of business:
Internet Services, and media distribution. The latter is executed via
BijouCafe.com, the equivalent of a movie theater accessible via the World Wide
Web, but which also acts as a distributor of films offline, such as to theaters,
and to video retailers.

BijouCafe

BijouCafe.com is a digital entertainment destination site, among the web's first
and most acclaimed venues for independent and classic films. Bijou Cafe is
produced as an online version of an art-house cinema.

BijouCafe is a developing site for up-coming directors, producers, actors and
small independent films via internet video streaming. The target audience is the
general public who are interested in merging talents in the film industry.

Revenue is based on subscription dues, at this time the Company does not have
any income.


Business Services

Streamedia Business Services division was aided by the business combination with
eLeaders,  Inc., an acquisition  made during the quarter.  This division markets
Internet and intranet  broadcasting  services to a wide spectrum of enterprises,
such as, but not limited to, businesses, associations, electronic publishers and
"off-line" media generators,  who are attempting to obtain an Internet broadcast
presence.   We  offer  Information   Technology  (IT)  consulting   services  to
businesses,  corporations,  and  agencies  that wish to  broadcast  or otherwise
transmit  high-quality  video and audio over the Internet.  Streamedia  provides
complete   IT   solutions,   which   integrate   with  the   client's   existing
infrastructure.  Streamedia  Digital Solutions are a suite of business solutions
that utilize digital technologies to improve  communications between its clients
and their customers,  employees,  and others.  The business  Services units also
market  web  design  services,  web site  hosting,  email  services,  e-commerce
solutions, dialup and broadband connectivity to the general public as well as to
other businesses.

Our operations are subject to certain risks and uncertainties,  including actual
and  potential   competition  by  entities  with  greater  financial  resources,
experience and market  presence,  risks  associated  with the development of the
Internet markets,  risks associated with consolidation in the industry, the need
to manage growth and  expansions,  certain  technology and regulatory  risks and
dependence upon sole and limited suppliers.

The  accompanying  financial  statements have been prepared on the basis that we
will continue as a going  concern,  which assumes the  realization of assets and
settlement of liabilities in the normal course of business. Since its inception,
we have been engaged in organizational and pre-operating activities. Further, we
have generated nominal revenues and incurred significant losses.

Continuation of our existence is dependent upon its ability to obtain additional
capital,   secure  and  execute  strategic  alliances  to  develop  and  sustain
profitable  operations.  The  uncertainty  related  to these  conditions  raises
substantial  doubt  about  our  ability  to  continue  as a going  concern.  The
accompanying  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

  BUSINESS COMBINATIONS

Acquisition of eLeaders, Inc.

In January, Streamedia acquired eLeaders, Inc. (WWW.ELEADERS.COM), headquartered
in Mineola, NY. Eleaders,  provides hosting, Internet access (DSL services), and
web site design as part of the core consulting  services and solutions  clients'
online  business.   eLeaders,   Inc.  was  founded  in  1998.  eLeaders  designs
business-to-business   solutions   to   improve   supply   lines  and   internal
communications,  and  aggregates  customers by affinity  interests or geographic
location to amplify marketing results. Its high-speed  connectivity services and
web design  capabilities  provide an important addition to Streamedia's  product
and service offerings.

The merger was a  stock-for-stock  exchange.  As such, both companies intend the
transaction  be  accounted  for  as  a  tax-free  organization  and  pooling  of
interests.  Streamedia  acquired  all of  eLeaders'  assets,  including  its web
hosting and streaming contracts and equipment,  DSL contracts and equipment, and
its Internet and information  technology  consulting business. As consideration,
Streamedia gave eLeaders  520,000 shares of Streamedia  common stock in exchange
for all issued and outstanding  stock of eLeaders  subject to adjustments.  This
agreement  was the  product  of an arms'  length  negotiation  with Mr.  Richard
Mittasch,  the sole stockholder of eLeaders.  There was no material relationship
between Streamedia and either eLeaders or Mr. Mittasch prior to the acquisition.

Letter of Intent with River Logic, Inc.

On May 14, 2001, we signed a Letter of Intent with River Logic, Inc. of
Massachusetts. The intent is to form a joint company to market their unique
educational system. River Logic is owned in part by Ebsco, a multi billion
dollar leading educational company and Intel. Their system is a building block
for schools and home schooling educational content and retrieval.


Agreement with Applied Digital Technologies

On June 5, 2001, an Agreement was signed with Applied Digital Technologies.  The
Agreement calls for an influx of funding to Streamedia,  through Applied Digital
Technology.  The  Agreement  states that  Applied  Digital  will  receive  Fifty
Thousand  ($50,000)  Dollars and  Streamedia  will  receive  Two  Hundred  Fifty
Thousand($250,000) Dollars from a private investor. This Agreement also gives us
the  marketing  rights  of  a  new  technology  concerned  with  live  insertion
advertising on the internet.

Merger with HOA Networks Corp.

On April 11, 2001, we signed a Plan and Agreement of Merger ("Merger Agreement")
with HOA Networks and HOA Acquisition Corp. ("HAC").  The contemplated merger is
between HOA Networks,  HOA Acquisition Corp. ("HAC"), and our Company.  Pursuant
to the terms of the Merger  Agreement,  HOAN will merge with HAC with HOAN being
the  surviving  company and all of the capital stock of HOAN will be canceled in
exchange for stock of the Company.  HOAN will be the  surviving  corporation  in
such merger and the business of the  surviving  company will be conducted  under
the name of  Streamedia  Communications,  Inc.  Upon the  effective  date of the
merger,  each outstanding share of stock  beneficially owned by all shareholders
excluding  principals  of HOAN will be  converted  into the common  stock of the
Company  on a 9 for 1 share  basis.  Each  outstanding  share  of  common  stock
beneficially  owned by  principals  will be converted  as follows:  100% of HOAN
shares will be exchanged for 90% shares of our Company.  It is anticipated  that
the  effective  date of the merger will be on or about May 21, 2001.  As of June
30, 2001, the merger had not been completed.

Streamedia  Communications,  Inc. held its Board of Director meeting on Thursday
June 14, 2001. At the meeting,  Mr. Henry Siegel resigned as Interim  President,
his resignation was accepted by the Board of Directors.  Mr. John  Velasco-Mills
was elected president of Streamedia Communications,  Inc. and assumed all duties
in his capacity as President of Streamedia  Communications,  Inc. Mr. James Rupp
also  tendered  his  resignation  as  consultant.  The Board of Directors at the
meeting on Thursday June 14, 2001 also accepted Mr. Rupp's resignation.  On June
15, 2001, the Shareholder Meeting of Streamedia  Communications,  Inc., was held
at the New York offices.  The proposals stated in the proxy were as follows:
#1.Approval  for  share  consolidation  #2.Approval  to amend  the  Articles  of
Incorporation to increase the authorized shares from Twenty Million, One Hundred
Thousand  (20,100,000)  to Fifty Million  (50,000,000) #3 Approval to merge with
HOA Networks Corp.

  The Shareholders voted, approved and adopted all three items.

  HOA Networks Corp (HOAN) is multi-faceted communications and entertainment
  Company. HOAN has several subsidiaries. Its primary division, AMC Global. HOA
  Networks was formed in 1986, and is comprised of a group of wholly owned
  private companies that benefit from various revenue sources and, working
  together, has become a "one-stop" entertainment, data and communications
  solution for most end users, from small to large businesses and individuals.
  HOAN consists of six main subsidiaries:

AMC GLOBAL COMMUNICATIONS,  INC., (AMC) is an independent telephone company with
headquarters in Atlanta,  Georgia,  U.S.A.,  founded in July of 1986. AMC, which
sells and services a wide variety of telecommunications equipment.

  WORLD SKYLINE, INC. is a Northern Virginia (Washington D.C. Metro Area) based
  Internet Technology Company founded in 1996, with additional offices in
  Atlanta, Georgia. World Skyline was founded to offer Internet Solutions and
  information technology needs for both Business and Residential markets. The
  company is a full service, one-stop, Internet Service Provider that can
  fulfill all of its clients Information Technology (IT.) needs. World Skyline
  offers a vast array of products ranging from Dial-Up access to Digital
  Subscriber Lines, E-Commerce and Web Hosting solutions and Streaming Media
  services. World Skyline's one-stop approach means support for a wide variety
  of products and services.

  HOA MUSIC, INC., based in New York and Montreal, Canada, owns, produces and
  represents content, from movies to new live concerts and owns music publishing
  and master rights. From the purchase of older catalogs of movies and
  television shows, record catalogs and publishing, to the regular recording and
  filming of new shows; HOA Music is building a audio visual catalog, forming a
  base asset of content for all areas of distribution including Internet, TV,
  radio, broadcast and retail. HOA Music is also representing catalogs on a
  worldwide basis and from the world market, to further offer buyers and
  consumers a large range of product.

  NAMASTE TELEVISION, based in London, England, provides Asian entertainment and
  information through its worldwide cable and satellite broadcast license to UK
  households. The company is now in the process of opening another channel
  devoted to music programming. Namaste will be streamed worldwide through World
  Skyline.

  Securing financing to begin the operating phase

  We completed our Initial Public Offering on December 27, 1999. Prior to this
  date we completed only limited build-out and development of our technological
  infrastructure and recruited only a select few technical and managerial
  employees. Subsequent to the completion of the offering we began an extensive
  effort to develop an infrastructure for video and audio streaming and to
  recruit and hire technical personnel to design, implement, and maintain these
  systems. The initial phase of this build-out was substantially completed in
  the second quarter of 2000.

  Building of streaming infrastructure

  The streaming infrastructure consists of various local and wide area networks
  capable of streaming and storing large amounts of audio and video files. We
  have implemented networked environments for development, staging, and actual
  broadcast to the public over the Internet. The system combines sophisticated
  network architecture to develop and deliver our content as well as a system to
  store files to be streamed.

  Developing and refining our business model

  We devoted time to refining our business model prior to commencing actual
  operations. Our business model has been built around multiple lines of product
  and services with multiple revenue sources. We originally contemplated four
  business lines, which have since been consolidated into two main revenue
  divisions built around the types of clients that each division services. The
  first division, the Streamedia Networks division, consists of the Bijou Cafe
  and targets the Internet user; the second, our Business Services division, is
  aimed at corporate clients.


        Planning and developing our Business Services

  Our business services are designed to provide technology and consulting
  expertise and services to traditional media companies, traditional businesses
  with media assets, and online businesses and web sites. Our Streamedia Digital
  Solutions includes encoding services, digital security, video indexing,
  broadcasting production, web design and back-end technical services. In
  developing our business services area, we have acquired and installed hardware
  and software that allows us to perform these services for other companies.
  During the quarter ended June 30, 2000, we launched the Streamedia Digital
  Solutions, and began producing revenues. The Quarter ending September 30, 2000
  was the first full quarter of operations. The Streamedia Digital Solutions
  provides consulting and design services relating to the construction of
  websites or Internet applications on the World Wide Web.


RESULTS OF OPERATIONS
REVENUES.

Revenues  increased  by $34,147 or 26% to $164,977 for the six months ended June
30, 2001, as compared to $130,830 for the  comparable  period of 2000.  Revenues
for the six-month periods ended June 30, 2001, were primarily generated from our
performance of Internet professional services, launched in May 2000.

OPERATING EXPENSES.

Total  operating  expenses  decreased by $2,078,973 or 52% to $1,859,815 for the
six months ended June 30, 2001,  as compared to  $3,938,788  for the  comparable
period of 2000. The decreases in operating  expenses for the three and six month
periods  ended June 30, 2001,  were due to salaries,  consultant fees and other
general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

The company's cash position decreased $100,054 from a balance of $104,142 at
December 31, 2000 to $4,088 at June 30, 2001. Working capital at December 31,
2000 and June 30, 2001 was negative at $788,5480 and $998,143 respectively. The
company continued to be funded in part through the net proceeds of the exercise
of options aggregating $350,943. The Company expended cash for operations of
$692,170 and purchased property and equipment aggregating $374,935 for the six
months ended June 30, 2001.



We incurred net losses every  quarter  since our  inception.  For the six months
ended June 30, 2001, we incurred a net loss of $1,763,928,  a decrease of 53% as
compared to a net loss of $3,753,173  for the six months ended June 30, 2000. We
have financed our operations  primarily  through sales of equity  securities and
the private  placement of debt  instruments.  On  September 6, 2000,  Streamedia
Communications,  Inc.  sold 940,000  Shares of Common  Stock with net  aggregate
proceeds to us of $931,520  pursuant to a private  placement under Regulation D,
Rule 506 of the Securities Act of 1933, as amended.

From January 13, 1998 (the date of our inception) to September 30, 2000, we have
raised a total of  approximately  $14 million  from the sale of common stock and
the placement of debt (before  underwriting  discounts and offering  costs).  We
completed  our  initial  public  offering  on  December  27,  1999,  and  repaid
$1,878,125 in debt and interest.  On September 30, 2000, our principal source of
liquidity is $910,101 of cash and cash equivalents.

During this fiscal year,  we intend to focus our efforts on the expansion of our
professional  services since we believe that it represents  our best  short-term
path to profitability. Bijou Cafe or the Content portion of the business will be
built  out more  gradually,  as our  resources  will be  expended  on the  areas
representing the potential for greatest return.

To accomplish these objectives, we may need to:

o Make substantial investments in capital equipment, such as web servers,
storage devices, and other specialized computer and communications equipment,
and

o Hire or otherwise contract with highly specialized personnel to develop,
configure, administer, and operate Web sites, broadcast equipment and
infrastructure for our company and our corporate clients.

We plan to acquire additional content that will be broadcast on the Bijou Cafe.
Current industry conditions render it difficult to secure "exclusive" rights to
numerous classes of content suitable for broadcasting over the Internet. To the
extent to which we cannot capture exclusive broadcast rights, we will be in
competition with other web sites attempting to attract audiences by offering
some of the same programming.

We anticipate that any rise in our industry stature, such as by selling business
to business services, and supplying third party sites with programming, will
assist us to further market business to business professional services, and
thereby proportionately increase our revenue. We expect expenditures to rise in
proportion to each phase of our build out. While we anticipate increased
revenues concurrent with the build out, delays in product development or the
institution of marketing programs could result in the risk of prolonged absence
of revenues, profits, or working capital.

Nevertheless, we believe that to accomplish our business objectives we will have
to continue to expand our operations. However, our limited operating history
makes predictions of our future results of operations difficult to access. To
date, although we are beginning to generate revenues, we may never achieve
profitable operations. Our history of net losses raises doubt about our ability
to continue operations.

We will need to obtain sufficient additional financing or other working capital
to fund our operations. If we do not obtain additional financing or working
capital, our cash and cash equivalents will not be sufficient to meet our
working capital and capital expenditure requirements going forward. We will need
to sell additional equity or debt securities to continue as a going concern.

FACTORS THAT MAY AFFECT OUR  BUSINESS,  FUTURE  OPERATING  RESULTS AND FINANCIAL
CONDITION

You should carefully consider the risks described below together with all of the
other information  included in this quarterly report on Form 10-Q. The risks and
uncertainties  described below are not the only ones facing our company.  If any
of the following risks actually  occurs,  our business,  financial  condition or
operating results could be harmed. In such case, the trading price of our common
stock could decline, and you could lose all or part of your investment.

WE HAVE A LIMITED  OPERATING  HISTORY,  WHICH MAKES IT DIFFICULT TO EVALUATE OUR
BUSINESS

We were  incorporated  in 1998 and have a  limited  operating  history.  We have
limited  financial  results  on which you can assess  our  future  success.  Our
prospects  must be considered in light of the risks,  expenses and  difficulties
frequently encountered by growing companies in new and rapidly evolving markets,
such  as  streaming  media  software,  media  delivery  systems  and  electronic
commerce. To address the risks and uncertainties faced by our business, we must:

Establish and maintain broad market acceptance of our products and services and
convert that acceptance into direct and indirect sources of revenues; Maintain
and enhance our brand name; Continue to timely and successfully develop new
products, product features and services and increase the functionality and
features of existing products; Develop and maintain strategic relationships to
enhance the distribution, features and utility of our products and services.

Our business  strategy may be  unsuccessful  and we may be unable to address the
risks  we face  in a  cost-effective  manner,  if at all.  If we are  unable  to
successfully address these risks our business will be harmed.

WE HAVE A HISTORY OF LOSSES

We have incurred  significant losses since our inception.  We devote significant
resources  to  developing,  enhancing,  selling and  marketing  our products and
services.  As a result,  we will need to  generate  significant  revenues  to be
profitable in the future.

OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY,  WHICH WOULD LIKELY
CAUSE OUR STOCK PRICE TO FLUCTUATE

As a result of our  limited  operating  history  and the  rapidly  changing  and
uncertain  nature of the markets in which we compete,  our  quarterly and annual
revenues and operating  results are likely to fluctuate  from  period-to-period,
and  period-to-period  comparisons  are  not  likely  to  be  meaningful.  These
fluctuations  are  caused by a number of  factors,  many of which are beyond our
control.  Our future  operating  results  could fall below the  expectations  of
public market analysts or investors, which would likely significantly reduce the
market price of our common stock.  Fluctuations  in our  operating  results will
likely increase the volatility of our stock price.  Our research and development
and sales and marketing efforts, and other business expenditures generally,  are
partially based on predictions regarding certain developments for media delivery
and  digital  media  distribution.  To the extent that these  predictions  prove
inaccurate, our revenues may not be sufficient to offset these expenditures, and
our operating  results may be harmed. In recent periods,  many  Internet-related
companies have experienced financial difficulties,  in part as a result of their
inability  to access  capital  from  financial  markets.  This has  directly  or
indirectly  impacted our current and prospective  customers.  The result is that
some  of  these  companies  have  ceased  operations,  some  are  continuing  to
experience financial difficulty,  and sales cycles for some of our customers and
potential  customers  have taken longer to close than in the past.  In the event
that a  substantial  number of our  current or  potential  customers  experience
financial  difficulties in the future, our ability to increase or maintain sales
to such  customers  will be  adversely  affected  and our  ability  to  generate
revenues from these companies will also be adversely impacted.


WE MAY BE UNABLE TO SUCCESSFULLY COMPETE IN PARTS OF OUR BUSINESS Media Hosting.
Our media  hosting  service  competes  with a variety of companies  that provide
streaming media hosting and broadcast  services.  These companies include Yahoo!
Broadcast Services (formerly Broadcast.com), Akamai and other emerging broadcast
networks.  Some of these  competitors offer other services that we do not offer.
We may not establish or sustain our competitive position in this market segment.


OUR INDUSTRY IS EXPERIENCING  CONSOLIDATION  THAT MAY INTENSIFY  COMPETITION The
Internet and media distribution industries have recently experienced substantial
consolidation  and a  proliferation  of strategic  transactions.  We expect this
consolidation  and strategic  partnering to continue.  Acquisitions or strategic
relationships could harm us in a number of ways. For example:  Competitors could
acquire or enter into  relationships with companies with which we have strategic
relationships  and  discontinue  our  relationship,  resulting  in the  loss  of
distribution  opportunities for our products and services or the loss of certain
enhancements or value-added features to our products and services;

Suppliers  of  important  or  emerging  technologies  could  be  acquired  by  a
competitor or other companies, which could prevent us from being able to utilize
such technologies in our offerings,  and disadvantage our offerings  relative to
those of competitors;

A competitor could be acquired by a party with significant resources and
experience that could increase the ability of the competitor to compete with our
products and services; and Other companies with related interests could combine
to form new, formidable competition, which could preclude us from obtaining
access to certain markets or content, or which could dramatically change the
market for our products and services.


WE DEPEND ON KEY PERSONNEL WHO MAY NOT CONTINUE TO WORK FOR US

Our success  substantially  depends on the continued employment of our executive
officers  and key  employees.  The  loss  of the  services  of any of our  other
executive  officers or key employees  could harm our  business.  If any of these
individuals  were to leave us, we could face  substantial  difficulty  in hiring
qualified  successors and could experience a loss in productivity while any such
successor obtains the necessary  training and experience.  None of our executive
officers has a contract  that  guarantees  employment.  We do not maintain  "key
person"  life  insurance  policies.  If we  do  not  succeed  in  retaining  and
motivating existing personnel, our business could be harmed.

OUR FAILURE TO ATTRACT,  TRAIN OR RETAIN HIGHLY  QUALIFIED  PERSONNEL COULD HARM
OUR BUSINESS

Our success also depends on our ability to attract,  train and retain  qualified
personnel in all areas, especially those with management and product development
skills. In particular,  we must hire additional experienced management personnel
to help us  continue  to grow and  manage our  business,  and  skilled  software
engineers.  At times, we have experienced  difficulties in hiring personnel with
the proper training or experience, particularly in technical areas. If we do not
succeed in  attracting  new personnel or retaining  and  motivating  our current
personnel,  our  business  could be  harmed.  In  making  employment  decisions,
particularly in the Internet and high-technology  industries, job candidates and
even our current  personnel  often  consider the value of stock options they may
receive in connection with their employment. As a result of recent volatility in
our stock price, we may be  disadvantaged  in competing with companies that have
not  experienced  similar  volatility  or that  have  not yet sold  their  stock
publicly.

POTENTIAL  ACQUISITIONS  INVOLVE RISKS WE MAY NOT ADEQUATELY  ADDRESS As part of
our business strategy, we have acquired technologies and businesses in the past,
and intend to continue to do so in the future. The failure to adequately address
the financial,  legal and operational risks raised by acquisitions of technology
and  businesses  could harm our business.  Acquisition  or business  combination
transactions are accompanied by a number of significant  risks.  Financial risks
related to  acquisitions  may harm our financial  position,  reported  operating
results or stock price, and include:  Potentially  dilutive  issuances of equity
securities;  Use of cash  resources;  The  incurrence  of  additional  debt  and
contingent  liabilities;  Large write-offs and difficulties in assessment of the
relative  percentages of in-process research and development expense that can be
immediately  written off as compared to the amount which must be amortized  over
the appropriate life of the asset; and Amortization expenses related to goodwill
and other intangible assets.

Acquisitions  also  involve  operational  risks  that  could  harm our  existing
operations or prevent  realization of anticipated  benefits from an acquisition.
These  operational  risks include:  Difficulties in assimilating the operations,
products, technology, information systems and personnel of the acquired company;
Diversion  of  management's  attention  from  other  business  concerns  and the
potential  disruption of our ongoing  business;  The difficulty of incorporating
acquired  technology  or content and rights into our  products  and services and
unanticipated expenses related to such integrations; Impairment of relationships
with  our  employees,   affiliates,   advertisers  and  content  providers;  The
assumption of known and unknown  liabilities of the acquired  company;  Entrance
into  markets  in  which we have no  direct  prior  experience;  and Loss of key
employees of the acquired company.

THE GROWTH OF OUR  BUSINESS  DEPENDS ON THE  INCREASED  USE OF THE  INTERNET FOR
COMMUNICATIONS, ELECTRONIC COMMERCE AND ADVERTISING

The growth of our business  depends on the continued growth of the Internet as a
medium for  communications,  electronic  commerce and advertising.  Our business
will be harmed if Internet  usage does not continue to grow,  particularly  as a
source of media  information and  entertainment and as a vehicle for commerce in
goods and services.  Our success also depends on the efforts of third parties to
develop the infrastructure and complementary  products and services necessary to
maintain and expand the Internet as a viable commercial  medium. We believe that
other Internet-related  issues, such as security,  privacy,  reliability,  cost,
speed,  ease of use and access,  quality of service and  necessary  increases in
bandwidth availability,  remain largely unresolved and may affect the amount and
type of business that is conducted over the Internet,  and impact our ability to
sell our products and services and ultimately  impact our business  results.  If
Internet usage grows, the Internet infrastructure may not be able to support the
demands  placed on it by such  growth,  specifically  the demands of  delivering
high-quality  media content.  As a result,  its  performance and reliability may
decline

OUR DIRECTORS AND EXECUTIVE OFFICERS  BENEFICIALLY OWN A LARGE PERCENTAGE OF OUR
STOCK;  THEIR  INTERESTS COULD CONFLICT WITH YOURS;  SIGNIFICANT  SALES OF STOCK
HELD BY THEM COULD HAVE A NEGATIVE EFFECT ON OUR STOCK PRICE; SHAREHOLDERS MAYBE
UNABLE TO EXERCISE CONTROL

Our executive  officers,  directors and affiliated persons will have significant
influence to:

Elect or defeat the election of our directors; Amend or prevent amendment of our
articles of incorporation or bylaws;  Effect or prevent a merger, sale of assets
or other  corporate  transaction;  and Control  the outcome of any other  matter
submitted to the shareholders for vote.

Management's  stock ownership may discourage a potential  acquirer from making a
tender offer or otherwise  attempting to obtain control of Streamedia,  which in
turn could reduce our stock price or prevent our  shareholders  from realizing a
premium over our stock price.

OUR STOCK PRICE HAS BEEN AND MAY  CONTINUE TO BE VOLATILE  The trading  price of
our common stock has been and is likely to continue to be highly  volatile.  Our
stock price could be subject to wide  fluctuations  in response to factors  such
as:

Actual or anticipated variations in quarterly operating results;
Announcements of technological innovations, new products or services by our
competitors; or us Changes in financial estimates or recommendations by
securities analysts; The addition or loss of strategic relationships or
relationships with our key customers; Conditions or trends in the Internet,
streaming media, media delivery and online commerce markets; Changes in the
market valuations of other Internet, online service or software companies;
Announcements by us or our competitors of significant acquisitions, strategic
partnerships, joint ventures or capital commitments; Legal, regulatory or
political developments; Additions or departures of key personnel; Sales of our
common stock; and

You should note that an investment in our common stock involves certain risks
and uncertainties that could affect our future business success or financial
results. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including those
set forth in "Factors That May Affect Our Business, Future Operating Results and
Financial Condition" and elsewhere in this Quarterly Report on Form 10-Q.

We  believe  that  it is  important  to  communicate  our  expectations  to  our
investors.  However,  there may be events in the future  that we are not able to
predict  accurately  or over which we have no control.  Before you invest in our
common stock, you should be aware that the occurrence of the events described in
the  "Factors  That May  Affect  Our  Business,  Future  Operating  Results  and
Financial  Condition" and elsewhere in this Quarterly  Report on Form 10-Q could
materially and adversely affect our business,  financial condition and operating
results.  We  undertake no  obligation  to publicly  update any  forward-looking
statements for any reason,  even if new information  becomes  available or other
events occur in the future.


OTHER INFORMATION


LEGAL PROCEEDINGS

From  time to time,  we have been  threatened  with or named as a  defendant  in
lawsuits.  From  time to time  we  receive  communications  from  third  parties
asserting breach of agreements and other claims.  Our Company currently has been
named in two such events that are required to be disclosed  under the securities
laws. There can be no assurance that litigation will not be commenced  regarding
these or other matters. The two legal events are as follows:

Dynax  Solutions,  Inc.,  has filed suit against our Company,  alleging  that we
breached a service contract and owe Dynax  approximately  $56,000. We have filed
an answer;  generally  denying the  allegations  made by Dynax,  and has filed a
counterclaim,  alleging damages against Dynax in excess of $150,000. Our Company
believes that the suit, as alleged in the complaint that Dynax filed, is without
merit and our Company intends to defend the action vigorously.

Vignette Corporation  ("Vignette") has filed suit against our Company,  alleging
that we entered into an agreement for Vignette to provide  certain  products and
services to the Company.  Vignette alleges that we refused to pay  approximately
$114,000 that Vignette claims is owed to it. Our Company,  without admitting any
liability regarding the claim by Vignette, currently is attempting to settle the
matter.

On March 20, 2001, we received  notice from the NASDAQ  Listings  Qualifications
Panel that its  common  stock  would no longer be listed on the NASDAQ  SmallCap
Market  effective  with the close of  business  on March 28,  2001.  The panel's
action was based on our  inability to maintain a minimum bid price of $1.00 over
the previous 30 consecutive trading days.

On May 4, 2001,  we announced  that we had been notified  that,  besides its bid
price  deficiency,  we currently do not  currently  comply with the net tangible
assets/market   capitalization/income   requirement   as  set  forth  in  NASDAQ
Marketplace Rule  4310(c)(2)(B).  We had a hearing before the NASDAQ listing and
qualification  staff on May 10,  2001.  Our  Company  was not  delisted  at that
hearing.  The Listing  Qualification  Panel will  continue to review our listing
qualifications.  On June 8, 2001, we were delisted from The NASDAQ Stock Market,
due in part to late filings of the 10Q's.

Mark F. Backhaus,  On behalf of himself and all others similarly  situated,  has
filed  against our  Company  and prior  directors,  James  Rupp,  Gayle  Essary,
Nicholas  Malino,  Walter C.  Hollenberg,  Henry Siegel,  Robert Wussler,  David
Simonetti,  et al. in the United States District Court, Southern District of New
York, and additional  defendants  alleging  various  violations under securities
laws while the initial public  offering was filed December 22, 1999. The Company
is defending this complaint.

The Company has not received  service of this  complaint  to date,  but has been
advised by counsel that the Plaintiff may have served the Secretary of State and
prior attorneys.

We are not involved in any other legal matters that our Company  believes would,
if adversely  determined,  have a material  adverse  effect upon its business or
results of operations.  There can be no assurance  whether these matters will be
determined  in a manner  that is  favorable  to our  Company  or,  if  adversely
determined, whether such determination would have a material adverse effect upon
our business, financial condition or results of operations.


CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS  RECENT  SALES  OF  UNREGISTERED
SECURITIES

NOTES PAYABLE

On March 2, 2001 and February 21, 2001, we issued  promissory notes  aggregating
approximately $50,000 and $97,879, respectively, bearing interest at the rate of
10% per annum from the date of the  promissory  note or before the sooner of (i)
ninety days after the date of the promissory  note or (ii) forty-five days after
written  demand is made by the holder of the note.  These  promissory  notes are
collateralized  by  913,600  shares of our  Company's  unregistered,  restricted
common stock. The proceeds were used for working capital purposes.

OTHER INFORMATION


EXHIBITS AND REPORTS ON FORM 8-K

On January 9, 2001, we filed an 8-K reflecting that we acquired  eLeaders,  Inc.
(www.eleaders.com)  ("eLeaders"),  of Minneola,  NY. eLeaders  provides hosting,
Internet access (DSL services), and web site design services.

The filing also noted that Streamedia  signed a letter of intent to merge eSynch
Corp. ("eSynch"). eSynch offers media infrastructure delivery tools and services
for the streaming video marketplace. According to terms of the letter of intent,
eSynch would have become a wholly owned subsidiary of Streamedia.  The intent to
this transaction was subsequently mutually rescinded.

A Form 8-K filed on March 14,  2001 noted  that,  based on the  analysis  of the
available financial information concerning eLeaders, Inc. (eLeaders),  the Board
of Directors  determined that the acquisition of eLeaders does not constitute an
acquisition  of a  significant  amount of  assets.  Upon  further  review of the
acquisition,  we did not at that time decide whether to treat the transaction as
a pooling or a purchase.

On March 9, 2001, Streamedia Communications, Inc., held a special meeting of the
board of directors.  At that meeting,  by a majority  vote,  the board agreed to
remove  Gayle  Essary from his  position  as a director  and Vice  President  of
Streamedia Communications, Inc.

PROXY FILINGS
We filed  preliminary  proxy  materials  with the  Commission on March 23, 2001,
giving  notice  regarding a special  meeting to solicit  approval  for a reverse
split  of our  common  stock.  We  filed a  revision  of the  preliminary  proxy
materials on May 3, 2001. We amended the proxy  statement to add two  additional
proposals.  The first new proposal  seeks  shareholder  approval to increase the
number of authorized shares of our Company to 50 million shares.  The second new
proposal seeks shareholder  approval to approve and adopt the agreement to merge
with and into HOA Networks, Inc.







SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report  to  be  signed  on  its  behalf  by  undersigned,  thereunto  duly
authorized.

                                    Streamedia Communications, Inc.
     Date: October 22, 2001         By: /s/ John Velasco-Mills

                                    John Velasco-Mills, President